LAUREN S. PURITZ, APPELLANT,
v.
JEROME L. ROSEN, APPELLEE

Fla. 4th DCA | 1983-11-23
No. 82-2488
DOWNEY and HERSEY, JJ., concur.
442 So. 2d 278 Florida District Court of Appeal, Fourth District (1983) Positive Treatment
Cited by 14 cases

AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.

Synopsis

Puritz appeals the trial court's denial of relief in a partnership dissolution dispute. The court reverses, finding that Puritz and Rosen's original 1974 accounting partnership was not dissolved when they merged with Holtz & Company in 1977, and that Puritz is entitled to an accounting and damages based on their written partnership agreements.


Holding

The court holds that the partnership was not dissolved because the merger with Holtz & Company was not the final act; on the same day, the parties executed an agreement allowing Puritz to purchase an additional 20% interest in Rosen's accounting practice. Under Florida's Uniform Partnership Act Section 620.67(2), there was no valid dissolution because the partnership affairs were never settled or liquidated. Puritz is entitled to an accounting and payment according to the valuation formula.


Headnotes

[1] A trial court's judgment must be supported by competent evidence, and a reviewing court must reverse if the findings are clearly against the manifest weight of the eviden…

[2] Parol testimony cannot be used to alter the clear intent expressed in written agreements between parties.

Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.

Join FLexlaw to unlock all legal intelligence

Key Quotes

“the court allowed this parol testimony, particularly that of Rosen, to alter the intent expressed in all of the written agreements.”

Establishes that the trial court erred by allowing oral testimony to override clear written partnership agreements

Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.

Join FLexlaw to unlock all legal intelligence

Facts & Procedural History

Rosen and Puritz formed an accounting partnership in April 1974 with detailed written agreements providing for 80/20 profit sharing, liquidation provi…

The full statement of facts, procedural history, and disposition for this case are member content.

Join FLexlaw to unlock all legal intelligence

© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.


Opinion of the Court
BERANEK, Judge.

BERANEK, Judge.

This appeal concerns the dissolution of a partnership and the resulting suit for damages and an accounting which the plaintiff/appellant, Puritz, brought against defendant/appellee, Rosen. As framed by the pleadings, the primary issue presented for adjudication by the trial court was whether the accounting partnership established between Rosen and Puritz on April 1, 1974, survived their merger with the accounting partnership of Holtz & Company on February 1, 1977. The trial court denied all relief requested by plaintiff upon the finding that all rights and liabilities between the parties were terminated or merged upon the commencement of their dealings with Holtz & Company. We disagree and reverse.

In early 1974, Rosen and Puritz agreed to form a partnership. The parties drafted and executed a series of agreements which altogether constituted their partnership agreement. The documents included a partnership agreement which provided profit and loss sharing between Rosen and Puritz on an 80%/20% basis. In the case of a dissolution by withdrawal of either partner, they were required to liquidate the accounting practice between themselves. The value of each partner’s interest was to be determined in accordance with a valuation formula based on the previous calendar year’s gross billings. This formula was contained in a buy and sell agreement which was incorporated by reference into the partnership agreement. The parties also executed an agreement which clearly identified Puritz’s purchase of a 20% interest in Rosen’s accounting practice which included fixed assets of furniture, fixtures, equipment, a computer subject to a chattel mortgage and note, and the goodwill of Rosen’s accounting practice. Further, Ro-sen agreed to grant Puritz an option to purchase an additional 20% of his accounting practice, and this also was memorialized in a written option agreement. On April 29, 1976, the parties entered into an option agreement extension extending the option agreement until April 30, 1978.

In December, 1976, Rosen and Puritz were approached by Holtz & Company, a large accounting concern, which was considering opening an office in Fort Lauder-dale. An agreement was reached and on February 1, 1977, Rosen and Puritz joined Holtz & Company. On that same day, Ro-sen and Puritz exercised the extended option agreement existing between themselves by the execution of an agreement whereby Puritz purchased an additional 20% of Rosen’s accounting business for $30,000, thereby giving Puritz a total 40% interest in the accounting practice. As consideration, Puritz executed and delivered a promissory note for $35,000, payable to Rosen ($5,000 of which was for an unrelated debt). Rosen and Puritz then instructed Holtz & Company to split their attributable earnings at 60%/40%. Puritz made payments to Rosen pursuant to the promissory note.

In April, 1978, problems arose and the income split was changed to 70%/30%. Puritz acquiesced in this agreement. At the end of 1978, Puritz completed payment on the promissory note and received an acknowledgment from Rosen which stated:

JEROME L. ROSEN hereby acknowledges receipt of the sum of Ten Thousand Dollars ($10,000) from LAUREN S. PURITZ as full and final payment of a promissory note dated February 1, 1977 in the face amount of Thirty-Five thousand dollars ($35,000). ROSEN hereby tenders said promissory note on which PURITZ is the maker as acknowledgment of its payment and the completion of PURITZ’S purchase of an equity interest in ROSEN’S accounting practice. [Emphasis added.]

In January, 1980, Rosen informed Holtz & Company and Puritz that he was leaving and taking his accounting clients with him. Rosen did not return any of the money paid to him by Puritz, nor did he pay him any money in accordance with the formula contained in the buy and sell agreement. Pur-itz sued contending the original accounting firm was still in existence and seeking an accounting and damages from Rosen.

Rosen convinced the trial court that his partnership with Puritz was terminated when they joined Holtz & Company and the trial court denied all relief sought by Pur-itz. We are aware that it is the function of the trial court to evaluate and weigh the testimony and other evidence to arrive at findings of fact. It is not our function to reweigh the evidence nor to substitute our judgment for that of the trial court. However, we must look to whether the judgment of the trial court is supported by competent evidence. Oceanic International Corporation v. Lantana Boatyard, 402 So. 2d 507 (Fla. 4th DCA 1981). Applying this test, we hold that the findings of the trial court were clearly against the manifest weight of the evidence. The parties dealt with each other through written agreements. Neither party objected at trial to the parol testimony heard by the trial court. Nevertheless, the court allowed this parol testimony, particularly that of Rosen, to alter the intent expressed in all of the written agreements.

If the last act completed by the parties had been the joinder with Holtz & Company, Rosen would have had a plausible argument that the partnership was dissolved. However, the merger with Holtz & Company was not the final act. On that same day, Rosen and Puritz executed another agreement whereby Puritz exercised his existing option to purchase an additional 20%. of Rosen’s accounting practice for $30,000. Puritz paid off the note and received a receipt which clearly indicated the purchase of an equity interest in Rosen’s accounting practice. The trial court questioned Rosen as to what he was giving Puritz in return for Puritz’s promise to pay an additional $30,000. In response, Rosen answered: “He got an additional 20% interest in Holtz & Company.” The managing partners of Holtz & Company testified that the partners of Holtz & Company did not permit the sale of interests in their accounting practices. Obviously, Rosen’s response belies the clear import of the written documents, especially his receipt. It is undisputed that Rosen had no power or right to sell a portion of Holtz & Company. Further, Rosen, not Holtz & Company, received the entire consideration, none of which was returned to Puritz.

In addition to the factual matters discussed above, we hold that under the Uniform Partnership Act, Section 620.67(2), Florida Statutes (1981), there was no dissolution of the partnership. Certainly, there was no settlement or liquidation of the partnership affairs, especially in light of the February 1, 1977, agreement allowing Puritz to buy an additional 20% of Rosen’s accounting practice. Puritz is entitled to an accounting and to a determination of the amount due him in accordance with the valuation formula. This matter is remanded to the trial court for further proceedings in accordance with this opinion.

REVERSED AND REMANDED.

DOWNEY and HERSEY, JJ., concur.


Cases With Similar Vibessemantic neighbors from the corpus


Citator

Cited By

  • Amjad Munim, M.D., P.A. v. George Azar, M.D., 648 So. 2d 145 (Fla. 4th DCA 1994)
    …on this issue could lead the minds of reasonable men to conflicting conclusions. In a non-jury trial, the trial court’s function is to evaluate the witnesses and weigh the testimony and other evidence to arrive at findings of fact. Puritz v. Rosen, 442 So. 2d 278, 280 (Fla. 4th DCA 1983). When reviewing the facts, the appellate court must disre [*149] gard conflicting evidence and accept the facts in evidence which are most favorable to the party who prevailed below. Blue Lakes Apts. Ltd. v. George Gowing, I…
  • Chrysler Corp. v. Weinstein, 522 So. 2d 894 (Fla. 3d DCA 1988)
    …than not that plaintiff would succeed in her claim. Since such a finding was within the discretion of the trial judge, this court will not substitute its judgment for his. Haywood v. State, 458 So. 2d 1186, 1187 (Fla. 1st DCA 1984); Puritz v. Rosen, 442 So. 2d 278, 280 (Fla. 4th DCA 1983). We, therefore, conclude that the enhancement factor of 1.5 applied by the trial court was proper. See Appalachian, Inc. v. Ackmann, 507 So. 2d 150, 154 (Fla. 2d DCA), rev. denied, 515 So. 2d 229 (Fla.1987). Accordingly, fi…
  • Clegg v. Chipola Aviation, Inc., 458 So. 2d 1186 (Fla. 1st DCA 1984)
    …ve at findings of fact. It is not our function to reweigh the evidence nor to substitute our judgment for that of the trial court. However, we must look to whether the judgment of the trial court is supported by competent evidence. Puritz v. Rosen, 442 So. 2d 278, 280 (Fla. 4th DCA 1983). Even more compelling in this case is the rule of law which states: The resolution of factual conflicts by a trial judge in a nonjury case will not be set aside on review unless totally unsupported by competent substantial…

Previewing 3 of 7 citing cases — full citator treatment, depth of discussion, and citing context are member features.

Join FLexlaw to unlock all legal intelligence

Authorities Cited

Full citator, related cases, and AI research tools

Open in FLexlaw